Bairong Inc.

百 融 雲 創

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 6608)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING

Number of shares to which this

Class A Shares

form of proxy relates (Note 1)

Class B Shares

I/We, (Note 2) of

being the registered holder(s) of shares (Note 1) in the issued share capital of Bairong Inc. (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 4) or

of

as my/our proxy to attend the annual general meeting (and any adjourned meeting) of the Company (the "Annual General Meeting") to be held at Floor 2, Hyatt Regency Beijing Wangjing, Lei Shing Hong Center, 8 Guangshun South Street, Chaoyang District, Beijing, China on Wednesday, June 16, 2021 at 2:00 p.m. for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.

ORDINARY RESOLUTIONS#

FOR

AGAINST

(Notes 5 & 6)

(Notes 5 & 6)

1.

To receive and adopt the audited consolidated financial statements of the Company and the

reports of the directors of the Company (the "Directors") and independent auditor of the

Company (the "Auditor") for the year ended December 31, 2020.

2.

To re-elect Mr. Zhang Shaofeng as an executive Director.

3.

To re-elect Mr. Zhao Hongqiang as an executive Director.

4.

To re-elect Mr. Bai Linsen as a non-executive Director.

5.

To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.

6.

To re-appoint KPMG as Auditor and to authorise the Board to fix their remuneration for the year

ending December 31, 2021.

7.

To give a general mandate to the Directors to repurchase the Company's class B shares not

exceeding 10% of the total number of issued shares of the Company as at the date of passing

this resolution (the "Share Repurchase Mandate").

8.

To give a general mandate to the Directors to issue, allot and deal with new class B

ordinary shares of the Company not exceeding 20% of the total number of issued shares

of the Company as at the date of passing this resolution (the "Share Issue Mandate").

9.

Conditional upon the passing of resolutions nos. 7 and 8, to extend the Share Issue

Mandate granted to the Directors to issue, allot and deal with additional class B shares

in the capital of the Company by the total number of class B shares repurchased by the

Company under the Share Repurchase Mandate.

  • The full text of the resolutions is set out in the notice of the Annual General Meeting.

Dated this

day of

, 2021

Signature (Note 7):

Notes:

1.

Please state the number of relevant class(es) of shares of the Company registered in your name(s) in the box on the top right hand corner. If no number is inserted, this

form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

2.

Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

3.

Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his/her/its proxy to attend and vote instead of him/her/it.

The proxy need not be a member of the Company but must attend the meeting in person to represent the member.

4.

If any proxy other than the Chairman is preferred, strike out the words "THE CHAIRMAN OF THE MEETING" here inserted and insert the name and address of the

proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint any number of proxies to attend and vote on his/her/

its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such

proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO

THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5.

IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE

AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to

cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred

to in the notice convening the meeting.

6.

All resolutions will be put to vote by way of poll at the meeting. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/

she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) aboveIn the case of joint holders, the signature of any one

holder will be sufficient but the names of all the joint holders should be stated.

7.

This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or

under the hand of an officer or attorney or other person duly authorized.

8.

To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must

be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road

East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting thereof.

9.

In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s)

and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the register of members of the Company in respect of the

joint holding.

10.

Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting and, in such event, the form of proxy shall be deemed to be

revoked.

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Bairong Inc. published this content on 14 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 May 2021 13:56:03 UTC.